WHEREAS the employees of Hudson Bay Mining and Smelting Co. Limited and its subsidiaries, and their dependants, comprised most of the community of Flin Flon, and it was deemed desirable and in the interest of the community welfare to create a voluntary non-profit corporation for the purpose of making available medical treatment, hospital and health care to such employees and their dependants on a contributory basis;

AND WHEREAS the persons hereinafter named, all employees of the above named company, by their petition prayed to be incorporated for the said purposes: G. Murray Ferg, Ralph L. Campbell, Glen A. Crawford, Samuel George Wood and Jacob Ralph Adams, all of the Municipal District of Flin Flon, in the Province of Manitoba;

AND WHEREAS their prayer was granted, and resulted in the enactment of An Act to incorporate Hudson Bay Mining Employees' Health Association, assented to April 6, 1944;

AND WHEREAS the Minister of Justice has caused the Act to be prepared in English and French for re-enactment in accordance with a judgment dated June 13, 1985 and an order dated November 4, 1985 of the Supreme Court of Canada;

THEREFORE HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:

Continuation

1 Hudson Bay Mining Employees' Health Association is continued as a corporation with perpetual succession and is hereinafter referred to as "the association".

Membership

2 Employees of Hudson Bay Mining and Smelting Co. Limited and its subsidiary companies, or of any one or more of such companies, as shall from time to time become and remain members in accordance with its by-laws and regulations, shall compose the membership of the association.

Board of trustees

3 The affairs of the association shall, except as hereinafter provided, be managed by a board of trustees, hereinafter called "the board", consisting of seven members.

Election of trustees

4 Subject to the provisions of this Act, five members of the board shall be elected from amongst the members of the association by secret ballot of the members of the association taken in accordance with the by-laws of the association and two members of the board shall be appointed by Hudson Bay Mining and Smelting Co. Limited.

Term of office

5 The board may, by by-law approved and confirmed by a majority vote of all the members of the association taken by secret ballot in accordance with the by-laws of the association, fix the term or terms during which any member or members of the association shall hold office on the board and be a member or members thereof.

Vacancy in board

6 Upon a vacancy occurring in the board by death or resignation of an elected member, or by an elected member of the board ceasing to be a member of the association, a successor to fill such vacancy for the unexpired term shall be elected from the association membership by a majority vote of the remaining elected members of the board.

Quorum

7 At any meeting of the board a majority of the members thereof shall constitute a quorum for the transaction of business.

Officers

8(1) The board shall at its first meeting after the annual meeting of members in each year appoint two of the elected members of the board to be chairman and vice-chairman, respectively, who shall hold office for one year or until their successors are appointed.

Chairman and vice-chairman

8(2) The chairman shall preside at all meetings of the board; and in the absence of the chairman from any board meeting, or in case his office becomes vacant, the vice-chairman shall act in his place; and, in the absence of both chairman and vice-chairman, the board may appoint one of their number to act as chairman at the meeting.

Other officers

8(3) The board may appoint a secretary and treasurer and such other officers and employees as the board may deem necessary to carry out the objects of the association, and may assign to such officers and employees respectively such duties as in the opinion of the board may be desirable.

(a) to establish and operate, without pecuniary gain, a health plan, (hereinafter referred to as "the plan"), whereby medical and surgical care and treatment by duly qualified medical practitioners, and hospital care and treatment and health services, may be made available by the association to its members and their dependants; and to vary the plan from time to time;

(b) to provide hospital care and treatment and health services for members of the association and their dependants;

(c) to make and enter into agreements with hospitals and other institutions for the purpose of providing hospital care and treatment and health services to its members and their dependants;

(d) to make and enter into contracts with duly qualified medical practitioners for the purpose of providing medical and surgical care and treatment to its members and their dependants;

(e) to establish and operate a hospital for the purpose of providing hospital services to members of the associations and their dependants, but subject to the provisions of all Acts of the Legislature relating to the establishment and operation of hospitals, and to all regulations made thereunder;

(f) to enter into any arrangements or contracts with any employer or employers of any members that may be advantageous to the members of the association;

(g) to purchase, or otherwise acquire, hold and deal in property, movable, or immovable, real or personal;

(h) to establish one or more classes of membership with particular rights and benefits attached to each such class, and to vary the rights and benefits of any or all classes of membership in the association;

(i) to determine the annual dues for membership, or classes thereof, in the association on such basis that such dues shall, together with contributions received by the association, be estimated to be sufficient to pay the costs of medical and health services and hospital care and treatment contemplated to be made available to members of the association and their dependants, to pay administration and operation expenses of the association and to provide a sufficient reserve fund for unusual or emergency requirements;

(j) to determine what person or persons shall for the purposes of the association be deemed to be the dependant or dependants of any member of the association;

(k) to receive and collect membership dues and such other money as may be contributed to the association; and to disburse moneys received by it, for the purpose of carrying out its objects;

(l) to invest all reserve funds, or any funds, at any time held by the association in securities in which trustees are permitted to invest trust funds under the laws of the province;

(m) to collect statistics, compile reports, promote, and assist in the promotion of, scientific education or other activities deemed to be for the benefit of the members of the association and the improvement of their health and welfare and the advancement of the objects of the association;

(n) to borrow money on the credit of the association and to mortgage, pledge or charge all or any of the real and personal property, rights, credits and undertakings of the association to secure any money borrowed, or any other liability of the association;

(o) to loan money to members for expenses arising out of medical services not embraced in the plan;

(p) to sue for and collect any debts and obligations owing from time to time to the association;

(q) to do and perform all such acts and things as bodies corporate generally can do and perform, and shall have the general capacity which the common law ordinarily attaches to corporations incorporated by royal charter under the great seal.

Exercise of powers

10(1) The powers granted the association under clauses 9(a), (h), (i) and (n) shall be exercisable by by-law passed by the board and confirmed by a majority vote of all the members of the association taken by secret ballot in accordance with the by-laws of the association.

Power to pass by-laws, etc.

10(2) Subject to subsection (1), the board may make and pass by-laws, rules and regulations not contrary to law or the provisions of this Act, with power to amend, repeal or re-enact the same, for

(a) all purposes relating to, or bearing on, the affairs, business, property and powers of the association, its management, government, acts, objects and interests;

(b) determining membership qualifications;

(c) voting and balloting;

(d) the fixing of membership dues;

(e) the drawing, making and endorsement of bills of exchange, promissory notes and cheques;

(f) the execution of documents;

(g) the adoption of a corporate seal;

(h) the employment of, removal of, and fixing the remuneration of the officers, employees and servants of the association;

(i) the time at which and the place where the annual and other meetings of the board and the members of the association shall be held;

(j) the calling of meetings of the board, and of association members;

(k) the procedure in all things at meetings;

(l) the form and execution of contracts; and

(m) the conduct in all particulars of the affairs of the association.

Balloting

11 Where any by-law or health plan or matter or thing requires confirmation by a secret ballot of the members of the association, the board may, by by-law, determine the procedure and method to be followed in taking all such ballots and all other matters relating thereto; and it shall not be necessary to submit such by-law or plan or matter or thing to a meeting of the members of the association.

Liability of association, members and officers

12 No member of the association shall be liable or answerable for any debt, liability or obligation of the association, nor in respect of any act, error or omission of the association or any of its members, officers or agents, nor shall the association be in any manner liable or answerable for or in respect of any act, neglect, omission or default on the part of any medical practitioner whose services are contracted for by the association for the supplying of benefits and services to the members of the association and their dependants pursuant to its objects.

Audit

13 There shall be an annual audit of the accounts of the association covering the fiscal year by an independent chartered professional accountant authorized to provide public accounting services, who shall be appointed at the annual meeting of the members of the association; and it shall be the duty of the board to give full information and to permit the necessary inspections to enable such audit to be made.

14 The head office of the association shall be at Flin Flon, Manitoba, or at such other place as the board may from time to time determine by by-law.

Annual meeting

15 A meeting of the members of the association shall be held annually on such date and at such place and time as the board may by resolution or by-law determine, at which meeting the annual report of the auditors shall be presented and such other business transacted as may properly come before such meeting.

Not insurer

16 The association shall not be deemed an insurer within the meaning of The Insurance Act, or for any other purpose whatsoever, and no person or corporation who may now have issued, or who may hereafter issue, any policy or contract of accident or sickness insurance for the benefit of any person who may become a member of the association, shall have any right to or receive any benefit whatsoever under or by reason of any such membership, and the association shall not be considered a co-insurer with any person or corporation so issuing any policy or contract of insurance for any purpose whatsoever, and in construing any such contract of insurance, any sums paid out by the association for or on behalf of a member shall be deemed to have been expended and paid by the member from his own funds, the association acting therein solely as his agent.